Remuneration policy for members of the Board and the Executive Management Vestas Wind Systems A/S 1. Remuneration policy for members of the Board and Executive Management
Introduction The remuneration policy for members of the Board of Directors and the Executive Management 1 of Vestas Wind Systems A/S reflects the interests of the shareholders and the company, taking into consideration the assignments and the responsibility undertaken by such members. The remuneration policy promotes performance and aims at attracting and retaining talented executives while safeguarding the company s interests through long-term targets. With respect to incentive pay, reference is made to the general guidelines for incentive pay, which are available at vestas.com/investor. Remuneration of the Board of Directors Efforts are made to ensure that the remuneration of the Board of Directors matches the level in comparable companies, whilst also taking into consideration board members required competencies, efforts and the scope of the board work, including the number of meetings. Board members elected by the employees receive the same remuneration as the board members elected by the general meeting. The remuneration of the board members for the past year and the level for the current year is approved at the Annual General Meeting as two separate items. Fixed remuneration Members of the Board of Directors receive a fixed cash payment (basic remuneration). The chairman receives triple basic remuneration and the deputy chairman receives double basic remuneration for their extended board duties. In addition to the basic remuneration, annual committee remuneration is paid to board members who are also members of one of the board committees. The remuneration is determined using the same principles as for the basic remuneration, and the committee chairman receives double committee remuneration. Remuneration for ad hoc tasks Individual board members may take on specific ad hoc tasks outside their normal duties assigned by the Board of Directors. In each such case, the Board of Directors shall determine a fixed remuneration for the work carried out in relation to those tasks. The fixed remuneration will be presented for approval at the following Annual General Meeting. Social security taxes and similar taxes In addition to the remuneration, the company may pay social security taxes and similar taxes imposed by non-danish authorities in relation to the remuneration. 1 Executive Management includes all the executives registered as executives with the Danish Business Authority. Vestas Wind Systems A/S remuneration policy for members of the Board of Directors and the Executive Management 2
Incentive programme, bonus pay, etc. The Board of Directors is not included in incentive programmes (share-based programmes, bonus pay or similar plans). Compensation on takeover of Vestas Wind Systems A/S On any takeover, retiring board members will not receive any compensation for their lost board remuneration and similar benefits. Reimbursement of expenses Actual expenses in connection with board and committee meetings are reimbursed. Pension scheme The Board of Directors is not covered by any Vestas pension scheme or a defined benefit pension scheme. Remuneration to the Executive Management The Board of Directors believes that a combination of fixed and performance-based pay to the Executive Management helps ensure that the company can attract and retain key employees. The Executive Management is paid partly through variable performancebased elements to motivate performance, align with short and longterm business targets, and to enable flexible remuneration costs. All members of the Executive Management are employed under executive service contracts, and the Board of Directors sets the terms within the frames of the contracts. The Nomination & Compensation Committee submits proposals concerning the remuneration of the Executive Management and ensures that the remuneration is in line with the conditions in comparable companies. The proposals are submitted for approval at a board meeting. Members of the Executive Management receive a competitive remuneration package consisting of the following components: fixed salary, cash bonus, share-based incentives and personal benefits, e.g. company car, free telephony, broadband, newspapers. If it is proved after the grant of variable components to members of the Executive Management that these were paid erroneously, the company may in exceptional cases reclaim such variable components in full or in part. Fixed salary The fixed salary is based on market level and is continuously reviewed by the Nomination & Compensation Committee against comparable positions. Members of the Executive Management do not receive any remuneration for directorships held in Vestas Wind Systems A/S subsidiaries. Variable components The variable components shall always be within the limits of the general guidelines for incentive pay adopted by the general meeting. Cash bonus Members of the Executive Management participate in a bonus scheme based on the results for the year. The bonus is paid out annually after adoption of the annual report for the relevant financial year; ref. the general guidelines for incentive pay. The bonus pay-out-level is defined by a weighted target achievement and is capped at a certain percentage of the fixed salary with the target and maximum pay-out levels set at 50 per cent and 75 per cent of the annual base salary, respectively. No pay- Vestas Wind Systems A/S remuneration policy for members of the Board of Directors and the Executive Management 3
out will be made if the targets are not met at the defined minimum acceptable performance level. The bonus scheme is based on target achievement of a number of parameters, including financial key performance indicators like EBIT and cash flow as well as any other targets approved by the Board of Directors. Share-based incentives Members of the Executive Management are eligible for participation in a share-based long-term incentive programme. The focus of the share-based programme is to retain and create long-term shareholder value. The intention of the grants is to ensure value creation and fulfilment of the company s long-term goals and the scheme contains elements of both short and long-term performance. The scheme is based on restricted performance shares. The programme is disclosed in connection with the Board of Directors approval of the annual report and will be conditional upon continued employment at the time of grant. For any single financial year, the Executive Management may be granted restricted performance shares based on targets defined by the Board of Directors. For any performance year, the number of shares to be granted to the combined Executive Management may amount to a total of 150,000 performance shares. The actual number of shares is decided after the end of the performance year, and can be adjusted upwards or downwards, taking the company s performance into consideration. The performance measures are decided by the Board of Directors. The maximum size of the grant is 150 per cent of the target, corresponding to a total grant to the Executive Management of 225,000 performance shares. If the minimum requirements for financial performance are not met, there will be no grant of performance shares. Furthermore, the number of shares available for distribution may be adjusted in the event of changes in the company s capital structure. The performance shares will be granted in two portions; the first half of the shares will be granted two years after the performance year and the second half of the shares will be granted four years after the performance year, with the total grant size based on the results in the performance year. However, in the event of a change of control, merger, winding-up or demerger of the company, accelerated grant may extraordinarily take place. Any grants are conditioned upon continued employment at the time of grant and the value at the grant will be dependent on the development of the Vestas share price. The company may cover any granted performance shares by purchase of treasury shares, ref. the general meeting s authorisation to the Board of Directors. Personal benefits Members of the Executive Management have access to a number of work-related benefits, including company car, free telephony, broadband at home, and work-related newspapers and magazines. The extent of individual benefits is negotiated with each individual member of the Executive Management and reflects local market practice. The Executive Management are covered by Vestas insurance policies: Accident insurance Health insurance Directors and officers liability insurance Vestas Wind Systems A/S remuneration policy for members of the Board of Directors and the Executive Management 4
Notice of termination Vestas can terminate the employment giving 24 months notice. A member of the Executive Management can terminate the employment with Vestas by giving 12 months notice. If a shareholder controls more than 50 per cent of the voting rights in the company, if the company is delisted from NASDAQ OMX Copenhagen, or if the company is merged or demerged, members of the Executive Management will not receive any compensation. However, the company s notice of termination towards the Group President & CEO will be extended for the following two years to a total of 36 months to the end of a month. Redundancy pay There is no agreed redundancy pay/compensation for voluntary or non-voluntary termination. Pension scheme Members of the Executive Management are not covered by Vestas employer administered pension plan or a defined benefit pension scheme. For Executive Management, pension is considered included in the fixed salary. Aarhus, 21 March 2013 Approved by the Annual General Meeting Vestas Wind Systems A/S remuneration policy for members of the Board of Directors and the Executive Management 5
Vestas Wind Systems A/S Hedeager 44. 8200 Aarhus N. Denmark Tel: +45 9730 0000. Fax: +45 9730 0001 vestas@vestas.com. vestas.com Vestas 2013 This document was created by Vestas Wind Systems A/S and contains copyrighted material, trademarks and other proprietary information. All rights reserved. No part of the document may be reproduced or copied in any form or by any means such as graphic, electronic or mechanical, including photocopying, taping or information storage and retrieval systems, without the prior written permission of Vestas Wind Systems A/S. All specifications are for information only and are subject to change without notice. Vestas does not make any representations or extend any warranties, expressed or implied, as to the adequacy or accuracy of this information. VERSION 3.03/2013-UK VESTAS WIND SYSTEMS A/S BOARD SECRETARIAT